Stockholders' Deficit

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Stockholders' Deficit

Note 6- Stockholders’ Deficit

Issuance of Common Stock for Cash

During the year ended December 31, 2017, the Company issued 978,750 shares of common stock for proceeds of $175,000.

Issuance of Common Stock for services

During the year ended December 31, 2017, the Company issued an aggregate of 501,000 shares of common stock valued at $410,000 to five shareholders for services.

Issuance of Common Stock Upon Conversion of Series C Preferred Stock

During the year ended December 31, 2017, the Company issued 78,175,000 shares of common stock upon the conversion of 39,087,500 shares of Series C Preferred Stock pursuant to the terms of the certificate of designation of the Series C Preferred Stock.

Issuance of Common Stock for commitment fee

In February 2018 pursuant the September 29, 2017 securities purchase agreement with Labrys Fund, LP, the Company issued 107,843 shares to Labrys as a commitment fee. These shares are returnable based upon meeting certain conditions by the Company.

Issuance of Preferred Stock

During the period from January 1, 2016 to June 30, 2016, Mr. Tarek Kirschen, the Company’s Chief Executive Officer at that time, made non-interest bearing advances of $349,000 to the Company. In addition, the Company also accrued payroll of $90,000 pursuant to Mr. Kirschen’s employment agreement. In June 2016, the Company issued 5,000,000 of Preferred A shares and 1,000,000 of Preferred B shares to Mr. Kirschen as settlement for advances made by him and his accrued payroll in the aggregate amount of $439,000. Concurrent with the settlement, Mr. Kirschen sold the 5,000,000 Preferred A shares issued to him to South Centre, Inc. (“South Centre”), a firm owned by an unrelated individual, Mr. David Cohen, for $150,000. As a result of this sale, Mr. Cohen gained control of the Company and became its Chief Executive Officer.

In July 2016, the Company entered into a Redemption and Issuance Agreement by and between the Company and South Centre. Pursuant to the agreement, the Company redeemed 2,500,000 shares of the Company’s Series A Preferred Stock from South Centre in exchange for 12,750,000 shares of Series C Preferred Stock. The Company determined the fair value of the 2,500,000 Series A shares redeemed to be $75,000, or $0.03 per share, which was the price paid by Mr. Cohen when he bought the Series A shares in June 2016. The Company determined that the fair value of the 12,750,000 Series C shares issued to be $255,000, or $0.02 per share, which was based on the fair value of an equivalent number of common shares such stock is convertible into. As a result of this exchange agreement, the Company recorded compensation expense of $1,250 to account for the fair value of the 12,750,000 Series C shares issued to South Centre.

In July 2016, the Company granted 1,993,750 shares of Preferred C Stock with a fair value of $40,000 for consulting and legal services rendered. The fair value of the shares was based on the fair value of an equivalent number of common shares such stock is convertible into, and was recorded as part of Operating Expenses in the accompanying Statements of Operations.

In July 2016, the Company issued 510,000 shares of Preferred A Stock with a fair value of $15,000 to Mr. Alex Bafer pursuant to his appointment as Chairman of the Board of Directors. The fair value of the shares was based on the fair value of an equivalent number of common shares such stock is convertible into.

Deposit on Future Sale of Equity

During the year ended December 31, 2016, the Company sold 650,000 shares of Recall’s common stock for total proceeds of $260,000. These common shares were not included in the purchase agreement when the Company acquired Recall in July 2016.

The Company executed agreements with these Recall shareholders to convert 512,500 of these shares of Recall common stock totaling $205,000 into 512,500 shares of the Company’s Series C stock. As of December 31, 2016, shareholders that held 137,500 shares of Recall common stock are in the process of converting their shares but have not yet converted shares with a cost of $55,000. These shares have been reflected as a deposit on future sales of equity on the accompanying balance sheet.

Summary of the Company’s Stock Warrant Activities

The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2017 and December 31, 2016:

	Warrants			Weighted Average Price		Weighted Average Remaining Contractual Life
December 31, 2015		295		$	800		4.83
Granted		-			-		-
Exercised		-			-		-
Forfeited/expired		-			-		-
December 31, 2016		295		$	800		3.63
Granted		90,250			.50		5.00
Exercised		-			-		-
Forfeited/expired		(56	)		10		.05
December 31, 2017		90,489		$	.50		4.71

At December 31, 2017, the Company’s outstanding and exercisable warrants had no intrinsic value as the exercise price of these warrants was greater than the market price at December 31, 2017